1
EXHIBIT 10.2
SIXTH AMENDMENT TO
FIRST AMENDED AND RESTATED MANAGEMENT AGREEMENT
BETWEEN DEEPTECH INTERNATIONAL INC.
AND LEVIATHAN GAS PIPELINE COMPANY
This Sixth Amendment dated as of August 15, 1998 (this "Amendment") has
been executed and delivered by the undersigned for the purpose of amending the
First Amended and Restated Management Agreement dated as of June 27, 1994 (the
"Agreement", as amended) between DeepTech International Inc. and Leviathan Gas
Pipeline Company. Unless otherwise defined in the Amendment, all capitalized
terms herein shall have the meanings ascribed to them in the Agreement.
WHEREAS, the parties deem it to be in their mutual best interests to amend
certain compensation and other provisions included in the Agreement.
NOW, THEREFORE, the Parties hereby amend the Agreement as follows:
1. Amendment of Subsection 3.1. Section 3.1 of the Agreement is hereby
amended by deleting it in its entirety and replacing it with the
following:
3.1 Fee. Prior to July 1, 1994, the annual compensation due DII from
LGPC for services provided pursuant to this Agreement shall
accrue in accordance with the original terms and conditions of
the Agreement prior to any amendments. On and as of July 1, 1994
through and including October 31, 1995, the annual compensation
(prorated for any portion of a year) due DII from LGPC for
services provided pursuant to this Agreement shall be (i) a base
fee of $2,000,000.00 plus (ii) 40% of DII's Unreimbursed
Overhead, if any. On and as of November 1, 1995 through and
including June 30, 1996, the annual compensation (prorated for
any portion of a year) due DII from LGPC for services provided
pursuant to this Agreement shall be 45.3% of DII's Overhead. On
and as of July 1, 1996 through and including June 30, 1997, the
annual compensation due DII from LGPC for services provided
pursuant to this Agreement shall be 54% of DII's Overhead. On and
as of July 1, 1997 through and including August 14, 1998, the
annual compensation (prorated for any portion of a year) due DII
from LGPC for services provided pursuant to this Agreement shall
be 52% of DII's Overhead. On and as of August 15, 1998 through
the term of this Agreement, the annual compensation (prorated for
any portion of a month) due DII from LGPC for services provided
pursuant to this Agreement shall be a fee of $775,000 per month.
1
2
LGPC shall also promptly reimburse DII with respect to amounts incurred for
the direct benefit of LGPC.
IN WITNESS WHEREOF, the Parties have executed this Amendment effective as
of the date first set forth in the preamble.
DEEPTECH INTERNATIONAL INC. LEVIATHAN GAS PIPELINE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxx
-------------------------------- --------------------------------
Xxxxxxx X. Xxxxxx Xxxxx X. Xxxx
Vice President and Controller Chief Executive Officer
By: /s/ C. Xxxx Xxxx By: /s/ D. Xxxx Xxxxxx
-------------------------------- --------------------------------
C. Xxxx Xxxx D. Xxxx Xxxxxx
Vice President and Treasurer Vice President and Controller
2
